Miles Morales: the Ultimate Spiderman
by NotsoSmartguy
Summary: In a world we're the Ultimates have taken over the world and rule it using a corrupted SHIELD, a new Spiderman must rise to show people what real freedom is. Disclaimer: Miles Morales and all characters belong to Marvel.
1. The New Beginning part 1

Miles Morales: the Ultimate Spiderman.

Chapter 1: the new beginning part 1

Miles Morales walked to his Uncle Aaron's apartment across town excited about the great news he had to share with him. His Dad didn't like him going over there but his mom said it was ok as while she was unsure of Aaron she trusted Miles to not get into trouble. Despite the changes to the City after the massive reconstruction he knew his way around.

As he made his way there he was stopped by a heavily armed SHIELD officer.

"Son, I am afraid I am going to have to search your bag"

Miles nervously handed her the bag. He had no real reason to be nervous, it wasn't like he had any drugs or anything else illegal, the powerful weapons they carried just made him nervous. Since the Flood of New York and the Destruction of The Capital SHIELD and the Ultimates have been in charge of the country and have held a really tight grip over everything to the point it was almost a dictatorship except instead of one man playing God it's a couple of Godlike Men.

After she was done looking through it she gave it back to him. When he got it back he couldn't find 20 bucks he swears he had in there and as he was walking away he thought he saw the Agent put it in her pocket.

He finally made it to his Uncle Aaron's Apartment and knocked at the door

"Uncle Aaron, it's me Miles" he said sheepishly but loud enough for him to hear.

"Just a sec," he heard a voice reply.

The door opened.

"Hey there's my man" Aaron said as he smiled at his nephew.

"Guess what? I got in!" Miles smiled

"That's great!" He enthusiastically hugges his nephew since this means he has a chance of not ending up like he did. "This calls for some ice cream."

As his uncle left to get some from the fridge a strange Spider crawled near Miles. As he tried to shoo it the creature managed to bite him causing a bizarre reaction in the boy...

 **A/N: Hello and welcome to my 1st serious attempt at a fanfiction. I chose Miles Morales because I don't think there are enough Miles fanfictions out there in the web. I decided to make the universe similar to the Ultimate Universe but with a few changes like Peter dieing in Ultimatum battling Magneto with the rest of the heroes. I won't spoil anymore as I want the events to unfold naturally but you will be seeing more obscure Marvel charecters and charecters who didn't orgionally have ultimate universe counterparts.**

 **Leave a review and let me know what you think**


	2. The New Beginning part 2

Miles Morales: The Ultimate Spiderman

The New Beginning part 2

Miles awoke in a hospital room surrounded by his Mom, Dad, and Uncle aswell as his best friends Ganke and Mattie.

"Hey man you OK?" Ganke said "we were all worried you'd never wake up."

"How long was I out for?" Miles asked

"About a week" Mattie shouted relieved her friend was alive and well.

"You had us all worried" his Mom said as she hugged her son tightly.

All of a sudden Miles felt weak and said he needed some rest.

He started dream things, in the dreams he saw a boy in a suit that looked similar to one of the fallen heroes, Spiderman except with no blue and the red and black inverted for the most part and red longing those distinct white eyes the predecessor had fighting against a pale in a weird black suit with tech and circuitry coming out of it and the face obscured by an flame like energy battling on the edge of pier.

"Foolish boy you will never defeat me, Mysterio!" the man shout ferociously.

The new Spiderman looking person dodged a slash of the beings claws barely. He shot the man with one of Spidey's signature webbing. However he also appeared to channel something through like electricity knocking the villain off his feat.

However the villain teleported behind him and stabbed the Spiderman in the back whispering in his ear " Goodnight Mr. Morales."

Miles woke up in a shoke. He ponders if what happened was a dream or a premonition. He saw a notepad and drew a sketch of what he remembered about the people in his dream.

A few days later Miles was out of the hospital he felt a bit weird Miles was well enough to go home. While at home he discovered that his hands were much stickier and lacthed on to things very easily. And that his hands delivered a static like shock on everything. But he wasn't scared until he woke up unable to see his legs even though he could feel them just fine and he reached a conclusion... He must be a mutant!

 **A/N: oh noes! What happens next? Find out soon.**


	3. The New Beginning part 3

The New Beginning Part 3

Miles was nervous confiding in his two best friends Ganke and Mattie but he had to tell somebody. But knowing his dad was anti super beings especially since the Ultimates took over. But in the end he knew they had his back.

"That's super cool!" Ganke said excitedly.

Mattie on the other hand was a bit more worried about her friend saying "what are we going to do?"

" I have been thinking about that for awhile," Miles replied " I am tired of SHIELD abusing their power and I think we should take some of their power on us and its time somebody did something about it."

His friends thought it was risky but they supported him. Mattie being an excellent cosplayer managed to throw together a decent replica of a Spiderman Mask, she even managed to capture the White eyes and black webbing to help him disguise his identity. She invited Miles over to try it on.

"Well, try it on" she said eager to see her handywork come to life.

"Wow, its a little tight but I love it" Miles said very pleased with the results. He thought he could see her blushing alittle after getting his approval.

"But why Spiderman? Isn't it in bad taste considering his death?"

"The world needs a savior Miles. Spiderman used to be a great symbol. Plus your powers are very similar to his so it kinda makes sense."

"I hope you're right Mattie"

"It makes more sense than you guys realise" another voiced said. They turned around revealing Ganke.

Ganke did some research on the spider that bit Miles and stumbled onto an article about Spiderman's origin and it sounded similar.

"You're not a mutant, you're a Spiderman."

Later on a rooftop Miles figured it was time for the test out what he can do. He spotted a squadron of SHIELD soldiers below harassing people.

"Alright" he said, "this is everything"

And he hopes down to the street hoping for the best.

 **A/N: well there we go the 1st story of my fan fic is complete :-) expect more to come in the next few weeks**


	4. Learning Curves part 1

Miles Morales: The Ultimate Spiderman

Learning curve part 1

Miles leaped down on the unsuspecting S.H.I.E.L.D. Agents harassing young couple.

"Please let us go" The man said, "me and my boyfriend just want to go in peace "

"Not until you give us some money" one of the agents said

"Why are you doing this? Why are the Ultimates letting thus happen?"

"Why are we doing this? Because we can get away with it and the Ultimates? They don't care. They have much bigger things to worry about than you. They left us in charge of dealing with scum like you how we see fit. Now pay up or die."

As the Squadron of SHIELD agents prepared to unload their rounds on them our hero got the drop on them.

"Leave these people alone!" He shouted landing on them sending a drop kick to one of their faces.

"You piece of shit" said the agent that was kick in the face.

"I am not the only picking on a defenseless couple."

Miles managed to hold off the bad guys long enough for the couple to escape.

"You asshole" Shouted a furious agent of SHIELD. "We were so close to getting their money!"

He shot a blaster at him but Miles narrowly dodged it.

Eventually after a few well timed hits Miles manages too knock a couple of them off their feet.

Looking over his fallen foes a cocky Miles stands triumphantly over his foes. But by the time his spidersense cues him in to the shield agent behind him he gets knocked down by a metal pipe.

"It's over kid." An Agent said preparing to kill the hero when out of know where a mysterious woman in red came out of know where and defeated all the agents.

"Who are you?" Miles said.

" I'm Spider-Woman" she said and you are in deep trouble.


	5. Learning Curves part 2

Miles Morales: Ultimate Spider-Man

Learning Curves Part 2

Miles awoke and found himself in an underground cellar of sorts. He had no idea what's going on and why it's happening. It looked abandoned or at least poorly maintained.

"Hey don't I get a phone call or something" Miles quipped nervously trying not to look horrified.

He wasn't even sure if anyone could hear him when all of a sudden a mysterious figure approached. It was a caucasian man, brown hair with white streaks at the bottom, a distinct eye patch and blue uniform with white pouches.

"What are you doing Miles?" The figure said

"Nick Fury?" Miles said, "i thought you were executed by the Ultimates when they took over SHIELD?"

"Rumors of my demise were exaggerated, in reality i managed to escape before they got a chance"

"What do you want with me?" Miles ask nervously

Nick said " we need you to give the people hope, when the Ultimates became corrupted they lost sight of what a true hero is"

" i don't know if I can."

"Of course you can, Spider-Man always inspired people and that's what the world needs"

Miles contemplated what Fury was telling him when suddenly the location they were hiding out was attacked.

"Sir they've found us" a shield agent said

"Who did they send?"

"Thor sir"

"Damit"

A/N: Yea i feel the badass black nick fury is overplayed so I went with classic Nick Fury instead.

 **Also Sorry This Story hasn't updated in a while but I needed to do other things**


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